NEW YORK LIMITED LIABILITY COMPANY LAW CHAPTER 34 ARTICLE 2 SECTION 205: COMING UP WITH DISTINGUISHABLE NAMES.

 

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

Kiritsis Law Group

 

212 922 0005

 

Section 205 of Chapter 34 Article 2 of the New York Limited Liability Company Law pertains to the name of an LLC in New York. It requires that the name of the LLC be distinguishable from the names of other entities on file with the New York Department of State. The section provides guidance on the name availability search process, and the procedures for reserving a name for an LLC for a limited period of time. It also covers the rules for changing the name of an LLC, as well as the consequences of operating under a name that is not in compliance with the law.

 

A limited liability company (LLC) is a business structure that combines the flexibility and tax benefits of a partnership with the limited liability protection of a corporation. LLCs are governed by state law, and the rules for forming and operating an LLC vary from state to state. In most states, an LLC is formed by filing articles of organization with the state's Secretary of State. LLCs are owned by their members, who can be individuals, corporations, or other LLCs.  Members of an LLC are generally not personally liable for the company's debts or legal liabilities.  LLCs are typically taxed as pass-through entities, which means that the company's profits and losses are passed through to the members and reported on their individual tax returns. LLCs can also elect to be taxed as a corporation, which may be beneficial in certain circumstances.

 

Sources:

 

New York Business Corporation Law

 

New York Limited Liability Company

 

New York General Obligations Law

 

NYS Office of Professions

 

U.S. Constitution

 

 Universal Athletic Sales Co. v. American Gym Recreational Equipment Corp., 546 F.2d 530 (3d Cir. 1976) (USA)

 

Vernon v. Schuster, 179 A.D.2d 1088 (N.Y. App. Div. 1992) (USA)

 

Sea-Land Service, Inc. v. Pepper Source, 941 F.2d 519 (7th Cir. 1991) (USA)

 

Pereira v. United States, 347 U.S. 1 (1954) (USA)

 

St. Paul Fire & Marine Ins. Co. v. Pietrangelo, 677 F. Supp. 742 (D.N.J. 1988) (USA)

 

VTB Capital plc v. Nutritek International Corp., 2013 WL 788649 (2d Cir. Mar. 5, 2013) (USA)

 

Leasco Data Processing Equipment Corp. v. Maxwell, 468 F.2d 1326 (2d Cir. 1972) (USA)

 

In re Refco, Inc. Securities Litigation, 503 F. Supp. 2d 611 (S.D.N.Y. 2007) (USA)

 

Gertz v. Fitchburg Gas & Elec. Light Co., 23 N.E.2d 862 (Mass. 1939) (USA)

 

Fletcher v. Atex, Inc., 68 F.3d 1451 (2d Cir. 1995) (USA)

 

United States v. Jon-T Chemicals, Inc., 768 F.2d 686 (5th Cir. 1985) (USA)

 

New York Business Corporation Law

 

New York Limited Liability Company

 

New York General Obligations Law

 

NYS Office of Professions

 

U.S. Constitution

 

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